Number: 35

Subject: INTELLECTUAL PROPERTY

This is an official statement of university policy relating to intellectual property.

Sec. 1.   Philosophy

Amberton University encourages participation by faculty, staff and students in scholarly research and creative activities, which support and enhance teaching in its classrooms and laboratories. While research conducted is aimed at discovery and dissemination of knowledge rather than profit from commercial application, the Board of Trustees recognizes that questions regarding intellectual property rights may arise from such activities.  The Board of Trustees seeks through adoption of this policy to balance the interests of Amberton University and the inventor, author, or artist in intellectual property arising from research and creative activities conducted by employees and students.  The Board further seeks to ensure that inventions, discoveries, creative works and trade secrets are used and controlled in an efficient and prudent manner which will result in maximum benefit to Amberton University and the inventor, author, discoverer or artist.

Sec. 2.   Applicability

This policy shall apply to all persons employed by Amberton University or a component thereof and to anyone using facilities, resources or funds subject to control or supervision by Amberton University. This policy, as amended from time to time, shall be deemed to constitute part of the conditions of employment of every employee, including student employees, and of the conditions of admission, enrollment and attendance by every student of Amberton University. Unless otherwise excluded by the provisions hereof, this policy shall apply to intellectual property of all types (including any invention, discovery, trade secret, technology, scientific or technological development, computer software, conception, design, art work, creation or other form of expression of an idea) regardless of whether subject to protection under patent, trademark, or copyright laws, or common law.

Sec. 3.   Copyright

3.1. Definitions

3.11.     Copyright is the ownership and control of the intellectual property in original works of authorship.  Copyright ownership and the rights thereof are defined by federal law.  It is the policy of Amberton University that all rights in copyright shall remain with the creator of the work unless otherwise subject to contractual or legal obligations, or the work is a "work made for hire" as that term is defined by federal law.

A "work made for hire" is:

3.11a.    a work prepared by an employee within the scope of his or her employment; or

3.11b.    a work specially ordered or commissioned by the University.

3.12.  For a more detailed definition of "work made for hire," see Title 17, United States Code Annotated, Section 101.

3.2. Ownership of Copyright

3.21.     General

     In keeping with academic tradition, the University does not claim ownership of books, articles, discoveries, software and similar works, the intended purpose of which is to disseminate the results of academic research or scholarly study.  Such works include those of students in the course of their education (except as covered by sub-section 3.3 below).  The University claims no ownership of popular nonfiction, novels, poems, musical compositions, software or other works of artistic imagination, which do not result from projects commissioned or ordered by the University.  Unless evidence of excessive use or abuse of University resources, funds or facilities exists, the University will convey, upon request and to the extent consistent with its legal obligations, the copyright in such works to the individual creator(s) or author(s).

3.22.     Sponsored Research Agreements

Copyright ownership of all material (including software) that is developed in the course of, or pursuant to, a sponsored research agreement (whether funded by a public or private agency or organization) shall be determined in accordance with the terms of the

sponsored research agreement, or, in the absence of such terms, the copyright shall become property of the University.

3.23.     Use of University Resources

3.23a.   Copyright in all material (including software) that is developed with the significant use of funds, space, hardware, resources or facilities administered by the University, including but not limited to classroom and laboratory facilities, but without any obligation to others in connection with such support, resides in the University by operation of law. The University recognizes and affirms the traditional academic freedom of its faculty and staff to publish freely without restriction. In keeping with this philosophy, the University will not construe the provision of office or library facilities as constituting significant use of University funds, except for those situations where the funds were paid specifically to support the development of such material.

3.23b.    Copyright in works resulting from projects that are performed in whole or in part by any person with financial support in the form of wages, salaries, resources, stipends or grants from funds administered by the University shall be determined in accordance with the terms of the support agreement or, in the absence of such terms, shall become property of the University.

3.23c.    Copyright in works generated by research performed in whole or in part while utilizing equipment, resources or facilities provided to the University under conditions that impose copyright restrictions shall be determined in accordance with such restrictions.

3.3. Revenue Sharing

3.31.     Works Not Owned by Amberton University.  If the University does not claim ownership of an intellectual property, the author or creator may copyright the related work, publish it, register the copyright and receive any revenues which may result.

3.32.     Works in Which Amberton University Has a Property Interest (Generally, Work for Hire)

3.32a.   Royalty income received by the University through the sale, licensing, leasing or use of copyrightable material in which the University has a property interest will normally be shared with the author.  Authorship for this purpose shall be determined by the University's Chief Executive Officer or such designee.  Compensation and division of royalties, if any, will be negotiated by written agreement prior to commencement of work on the project.

3.32b.    In the event that an author or creator contributes a personal work to the University, a written agreement accepting such contribution shall be executed.  The terms of the agreement shall include a statement governing the division of royalties between the University and the author or creator.

3.32c.    In cases of external funding, the terms of the funding agreement shall govern the division of any royalties that may result from commercialization of materials resulting.  In the event that the funding agreement vests royalty rights in the University and does not provide any royalty share for the author, the terms of sub-section 3.3 shall apply.  No such royalty payment to the author, however, may violate the terms of the funding agreement.

3.4. Use of University or Agency Sponsored Materials

3.41.     Prior to the use of a work in which the University has an interest, the author will consult with the University through appropriate administrators, or provide a reasonable opportunity for such consultation, with respect to its use.  The University reserves the right to use for instructional and research purposes, without obligation to make payment therefore, any works created by employees or students during their periods of employment or attendance and revisions or derivations on such works.

3.42.     When unresolved questions on use occur, they shall be referred to the University's Chief Executive Officer or such officer's designee for resolution.

3.5. Revision of Materials

Materials, other than course instructional materials, owned by the University under the terms of this policy shall not be altered or revised without providing the author a reasonable opportunity to assume the responsibility for the revision.  If the author declines the opportunity to revise such material, the assignment of responsibility for the revision will be made by the University's Chief Executive Officer or such officer's designee in consultation with the appropriate department or office will make the assignment of responsibility for the revision.

3.6. Withdrawal of Materials

3.61.     Materials owned by the University under the terms of this policy shall be withdrawn from use when the University deems such use to be obsolete or inappropriate.  No withdrawal or other discontinuance that would violate the terms of any licensing or other agreement relating to the materials shall take place.

3.62.     The University may release to the author(s) the right to any work copyrighted in the name of the University.

3.7. Notice of Copyright

All material owned by the University under the terms of this policy shall be protected by notice of copyright in the name of the University.  The proper form of such notice is as follows:

(20___,  Amberton University.  All rights reserved.

The date should be the year in which the work was completed or in which it was published, whichever is earlier.  The name of the University should be spelled out in its entirety.

Sec. 4.   Patents

4.1. Obligations

4.11 Employees and others who are subject to this policy by virtue of their employment or use of University services, resources or facilities shall disclose to the University's Chief Executive Officer or such officer's designee any invention or discovery (including those made under cooperative arrangements); provide complete information thereon; and cooperate with the University in protecting potential patent and know-how rights in accordance with Section 11, below.

4.12.     When an invention arises from a project specially commissioned by the University, the inventor shall assign all rights, title and interest in and to any such invention to the University or its designee, and assist the University or such designee in securing patent protection thereon.  In this instance, the inventor shall, upon request, execute an invention agreement prior to commencement of the project.  Inventions not commissioned by the University are the ownership responsibility of the inventor.

4.2  Ownership of Patents

4.21      General

     In keeping with academic tradition, the University does not claim ownership of patents, the intended purpose of which is to disseminate the results of academic research or scholarly study.  Such works include those of students in the course of their education (except as covered by subsection 4.3 below).  The University claims no ownership of patents.  Unless evidence of excessive use or abuse of University resources, funds or facilities exists, the University will convey, upon request and to the extent consistent with its legal obligations, the patent belongs to the individual creator(s) or author(s).

4.3. Sponsored Research

4.31.     In cooperative undertakings sponsored by or involving third parties, provisions for the control of patents normally should be consistent with the general policy stated above.  However, it is recognized that in some cases the interests of other organizations (federal, industrial, etc.) will justify modifications of the general policy.  In those cases, the provisions with respect to patents shall appear in the applicable memorandum of understanding or agreement for the review and approval of the University's Chief Executive Officer.  It is intended and provided that disclosed inventions will be identified and managed in accordance with patent policy and procedures.

4.32.     Nothing in this policy shall be interpreted as precluding the acceptance of a contract, grant, agency or organization.

4.4. Royalties

4.41.     After a deduction of ten percent (10%) for administrative costs and a deduction for the cost of patenting, licensing, and protection of invention and patent rights, the net royalties or other income arising from an invention or discovery shall be divided normally as follows:

Fifty percent (50%) to the inventor or inventors.

Fifty percent (50%) to the University.

4.42.     In the event that a person contributes an invention to the University, a written agreement accepting such contribution shall be executed.  The terms of the agreement shall include a statement governing the division of royalties between the University and the donor.

4.5. Use of Inventions and Discoveries

4.51.     Prior to the use of an invention or discovery in which the University has an interest, the employee or student responsible for such invention or discovery will consult with the University through appropriate administrators, or provide a reasonable opportunity for such consultation, with respect to its use.  The University reserves the right to use for instructional and research purposes, without obligation to make payment therefore, any inventions or discoveries made by employees or students during their periods of employment or attendance and revisions or derivations of such inventions or discoveries.

4.52.     When unresolved questions on use occur, they shall be referred to the University's Chief Executive Officer or such officer's designee for resolution.

Sec. 5.   Trademarks, Service Marks and Trade Names

5.1. Trademarks and service marks may be any work, name, symbol, or device or any combination thereof adopted and used by the University in the sale or advertising of goods or services to identify and distinguish such goods and services from those sold by others.

5.2. Trade names include any names used to identify Amberton University and its services.

5.3. The University's Chief Executive Officer or such officer's designee shall be responsible for protection and licensure of trademarks, service marks, and trade names used by or related to the University.

5.4. No licenses shall be granted to commercial entities for use of trademarks or service marks in connection with commercial services or stationary, alcoholic beverages, inherently dangerous products, products of obscene or disparaging characteristics, health related products, products classified as staple foods, meats, and natural agricultural products, and any other uses which in the opinion of the University's Chief Executive Officer or such officer's designee would degrade the reputation or goodwill of the University.

Sec. 6.   Trade Secrets

Trade secrets may be comprised, generally, of any formula, pattern, device or compilation of information which gives one an opportunity to obtain an advantage over competitors who do not know or use it in commercial applications.  Trade secrets in which Amberton University maintains an interest shall be protected in accordance with the terms of sponsored research agreements or, if none exist, by any lawful means available to the University as determined by the University's Chief Executive Officer or such officer's designee.

Sec. 7.   Disclosure of Intellectual Property

7.1. All individuals who are subject to this policy have a duty to disclose promptly, in writing, and prior to any disclosure either to the public or for commercial purposes, any intellectual property created or discovered by such individual. Disclosure shall be made to the University's Chief Executive Officer or such designee at least 60 days prior to disclosure to the public.

7.2. The University's Chief Executive Officer shall maintain procedures for appropriate institutional review of such disclosures.  The duty to disclose arises as soon as the individual has reason to believe, based upon his or her own knowledge or upon information supplied by others, that the intellectual property may be protectable under patent, trademark, or copyright law, or common law.  Certainty about the protections to be afforded such intellectual property is not required before a disclosure should be made. Individuals shall execute such declarations, assignments, or other documents as may be necessary to protect the University's interest in such intellectual property.

7.3. Disclosure of equity ownership or management participation in a business entity that has an agreement with the University relating to research, development, licensing, or exploitation of intellectual property created or discovered by an employee or student shall be made in accordance with Section 8 below.

Sec 8.    Equity Ownership and Management Participation

8.1. Ownership of any equity interest in a business entity that has an agreement with the University relating to research, development, licensing, or exploitation of intellectual property created or discovered by a student or employee shall be disclosed to the University's Chief Executive Officer or such officer's designee. The University's Chief Executive Officer shall take any necessary steps to avoid injury to the University as a result of potential conflicts of interest arising out of such equity ownership.

8.2. No employee or student may serve as a director, officer, or employee of a business entity that has an agreement with the University relating to research, development, licensing, or exploitation of intellectual property in which the University has an ownership interest except upon request of or prior approval by the University's Chief Executive Officer.  Authorization to serve as a director, officer, or employee of such a business entity may be subject to one or more conditions established to avoid injury to the University as a result of potential conflicts of interest.

8.3. The University may accept equity interests as partial or total compensation for rights conveyed in agreements with business entities relating to intellectual property owned by the University.  The University may negotiate, but shall not be obligated to negotiate, an equity interest on behalf of any employee or student as a part of an agreement between the University and a business entity relating to intellectual property created, discovered, or developed by the employee or student and owned by the University.

Sec. 9.  Disposition of Income

9.1. In the disposition of any net income accruing to the University or a component from patents, trade secrets or copyrights, first consideration shall be given to the promotion of instruction.

9.2. In the disposition of any net income accruing to the University or a component from licensure of trademarks or service marks, first consideration shall be given to the promotion of instruction.

Sec. 10.  License Agreements

10.1 Agreements which grant a third party the right to make, use, or sell a patented invention, invention know-how, or trade secret that has been disclosed and assigned to, or is otherwise owned by, the University shall require approval by the University's Chief Executive Officer.

10.2.     Agreements which grant a third party the right to reproduce, sell or use a copyrighted work, trademark, service mark, or trade name in which the University owns an interest shall require approval by the University's Chief Executive Officer.

Sec. 11.   Administration of Intellectual Property

11.1.     The University's Chief Executive Officer or such officer's designee shall be responsible for administering this policy.  Duties encompassed by this responsibility shall include filing appropriate registration forms and supporting documents with the Copyright Office, Library of Congress, or the Patent and Trademark Office, negotiating and drafting licenses and other royalty agreements, drafting necessary agreements for specially commissioned works, determining the applicability of this policy and appropriate law to intellectual property, and adoption of regulations and procedures consistent with this policy statement and necessary for determination of ownership or protection of the University's interests in intellectual property.  All referrals to the University's Chief Executive Officer or such officer's designee, under this policy, shall follow established procedures and administrative channels of communication.

11.2.     In determining the University's ownership interest in any intellectual property and measures necessary for appropriate protection or exploitation of such interests, the University's Chief Executive Officer or such officer's designee may utilize assistance from designated University committees, the University Attorney, an appropriate private law firm or attorney, or corporations established for the purpose of managing intellectual property.

11.3.     The responsibility for commercial marketing and licensure of intellectual property and for maintenance of appropriate fiscal records is assigned to the University's Chief Executive Officer or such officer's designee.

11.4.    All expenses of copyright registration, patenting and other forms of protection sought by the University shall be borne by the University.  If the University fails or refuses to pursue within a reasonable period any registration of copyright or patent, or other protection, for intellectual property in which a student or employee has an ownership or royalty interest, the student or employee may independently pursue registration or other protection of such interest.  The individual shall be reimbursed for expenses related to such protective action if the University subsequently decides to assert and exploit the institution's interests in the property.

11.5.     The University's policy on Intellectual Property shall be reviewed by the Board every three years as a part of the budgetary process.  The CEO of Amberton reviews all the policies and regulations of the University annually.  The Amberton University Board is the only body that can make policy for the University.